HomeMy WebLinkAboutLights N More Installations, LLC. - Piggyback Rider for Emergency Lights and Accessories 2024 12 05PIGGYBACK RIDER FOR EMERGENCY LIGHTS AND ACCESSORIES
LIGHTS N MORE INSTALLATIONS, LLC.
THIS "PIGGYBACI{" RIDER AGREEMENT FOR EMERGENCY LIGHTS AND
ACCESSORIES ("Agreement") is made and entered into this '5� day of �N)C..Ce>()jb>L (— ,
2024, by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation whose
address is 1126 E. State Road 434, Winter Springs, Florida 32708 ("City"), and LIGHTS N
MORE INSTALLATIONS, LLC, a Florida limited liability company authorized to transact
business in the state, whose address is 958 Josiane Court, Altamonte Springs, Florida 32707
("Contractor"). The City and Contractor agree as follows:
1. The Purchasing Policies of the City of Winter Springs allow for "piggybacking" contracts.
Pursuant to this procedure, the City is allowed to "piggyback" an existing government contract,
without the need to obtain formal or informal quotations, proposals, or bids. The parties agree that
the Contractor has entered into a contract with the City of Sanford, Florida, (the "Original
Government Agency") said contract being identified as Al!re.ement Between the City of
Sanford, Florida and Lights N More Installations, LLC - IRFQ 21-22-317 — Emergency
JLyhts and Accessories, between the City Of Sanford, Florida, and Lights N More
Installation, LLC., dated October 04, 2022 (said original contract being referred to as the
"Original Government Contract"),
2. The Original Government Contract, including all associated Contract Docutncnts, Exhibits,
Attachments, and Addenda thereto, as defined in the Original Government Contract, is
incorporated herein by reference and is attached as Exhibit "A" to this Agreement. All terms and
conditions set forth in the Original Government Contract (Exhibit "A") are fully binding on the
parties, and said terms and conditions are incorporated herein except to the extent expressly
modified herein.
3. Notwithstanding the requirements that the Original Government Contract are filly binding
on the parties, the parties have agreed to modify certain provisions of the aforementioned Contract
Documents as applied to this Agreement between the Contractor and the City of Winter Springs,
as follows:
a. Notwithstanding anything in Exhibit "A" to the contrary, the following terms shall
be substituted throughout the Original Gove�7�ment Contract. "City of Sanford" shall be
substituted by "City of Winter Springs." All references to the "City" shall refer to the "City
of Winter Springs."
b. The term of this Agreement with the City of Winter Springs shall take effect on the
date of execution by the City and Contractor ("Effective Date") and shall continue for the
duration of the Original Government Contract or until all outstanding Purchase, Release,
or Task Orders issued prior to the expiration of this Agreement have been either completed
or terminated.
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c, The pricing undo► the Original Government Contract shall remain firm throughout
the duration of this Agreement. Price increases agreed to by the Original Government
Agency after the Effective Date of this Agreement shall not be binding upon the City of
Winter Springs unless an Amendment to this Agreement is properly executed by an
authorized representative of the City of Winter Springs,
d. Order of Precedence.
The Original Govet7tment Contract shall be amended to provide that the Contract
Documents shall consist of, (1) this Rider; (2) the Original Government Contract, together
with all exhibits, attachments, and duly executed amendments; and (3) any and all
Specifications, Amendments, Task Orders, Change Orders, and Field Orders issued after
the Effective Date of this Agreement by the City of Winter Springs. The order of
precedence will be as Follows in the event of a conflict among the Contract Documents:
properly executed Change Orders, Field Orders, and Amendments issued after the Effective
Date of this Agreement; this Rider; the Original Government Contract.
e. Insurance.
The City shall be named an additional insured under the Contractor's commercial general
liability, umbrella liability, and business auto policies.
Certificate Holder address shall read:
City of Winter Springs
Attn: Finance Department
1.126 Fast State Road 434
Winter Springs, FL 32708
The remainder of the insurance requirements presented in Exhibit "A."
f. Public Records.
Section 7(D) of Exhibit "A" is amended to provide as follows.
IF
THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT: City Clerlc, City of Winter Springs, 1126
East State Road 434, Winter Springs, FL 32708 or City-Clerk-
epartment@winterspringsfl.org or (407) 327-6560.
Section 7(D) is further amended to provide as follows.
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If Corllr'aCLor fails to comply with this Section, and the City must enforce this
Section, or the City suffers a third party award of attorney's fees and/or damages
for violating Chapter 119, Florida Statutes, due to Contractor's failure to comply
with this Section, the City shall collect from Contractor prevailing party attorney's
fees and costs, and any damages incurred by the City, for enforcing this Section
against Contractor. And, if applicable, the City shall also be entitled to
reimbursement of all attorneys' fees and damages which the City had to pay a third
party because of the Contractor's failure to comply with this Article.
The remainder of the Section shall be unchanged.
g. Project Price.
The amount set forth in any individual Purchase Order/Release Order entered into under
this Agreement shall not exceed fifty thousand dollars ($50,000) without the prior
authorization of the Winter Springs City Commission. The remainder of the Original
Government Contract's price terms shall remain unchanged.
h. Section 6 of the Original Government Contract shall be stricken in its entirety and
replaced with the following:
The parties shall be bound by the purchasing policies and procedures of the City of
Winter Springs as well as the controlling provisions of all applicable local, state,
and federal laws. Purchase/work/task orders shall be used, in accordance therewith,
in the implementation of this Agreement to the extent deemed necessary by the City
in its sole and absolute discretion.
i. Section 9 of the Original Government Contract shall be modified as follows:
References to the City of Sall 3 "Standard Contractual Terms and Corndltlons," shall be
stricken. The City of Winter Springs shall not, Linder this Agreement, be bound by the City
of Sanford's Standard Contractual Terms and Conditions.
j. Miscellaneous. The following provisions are hereby added to or modified
from the Original Government Contract. To the extent the terms and conditions below may
conflict with terms and conditions contained in Exhibit "A" the terms and conditions as set
forth below shall control.
i. Notices to the City shall be delivered to:
City Manager
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, FL 32708
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Any Notice given as provided herein shall be deemed received as follows: if
delivered by personal service, on the date so delivered; if delivered to an overnight
courier service, on the business day immediately following delivery to such service;
and if mailed, on the third business day after mailing.
ii. The City intends to avail itself of the benefits of Section 768.28, Florida
Statutes and any other statutes and common law governing sovereign immunity to
the fullest extent possible. Neither this provision nor any other provision of this
Agreement shall be construed as a waiver of the City's right to sovereign immunity
under Section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law. Contractor agrees that City shall not
be liable under this Agreement for punitive damages or interest for the period before
judgment. Further, City shall not be liable for any claim or judgment, or portion
thereof, to any one person for over two hundred thousand dollars ($200,000.00), or
any claim or judgment, or portion thereof, which, when totaled with all other claims
or judgments paid by the State or its agencies and subdivisions arising out of the
same incident or occurrence, exceeds three hundred thousand dollars
($300,000,00). Nothing in this Agreement is intended to inure to the benefit of any
third party for the purpose of allowing any claim which would otherwise be barred
under the doctrine of sovereign immunity or by operation of law. This paragraph
shall survive termination of this Agreement.
iii. Should either party bring an action to enforce any of the terms of this
Agreement, each party shall bear its own costs and expenses of such action
including, but not limited to, reasonable attorney's fees, whether at settlement, trial
or on appeal.
iv. The parties agree that should any dispute arise beriveen them regarding the
terms or performance of this Agreement, both parties will participate in mediation.
The parties agree to equally share the cost of the mediator. Should the parties fail
to resolve their differences through mediation, any cause of action filed hereunder
shall be filed in the Circuit or County Court for Seminole County, Florida.
v. Any delay or faihme of either party in the performance of its required
obligations hereunder shall be excused if and to the extent caused by acts of God,
fire, flood, windstorm, explosion, riot, war, sabotage, strike (except involving
Contractor's labor force), extraordinary breakdown of or damage to City's
facilities, court injunction or order, federal and/or state law and/or regulation, or
order by any other regulatory agency, provided that the prompt notice of such delay
is given by such party to the other and each of the parties hereto shall be diligent in
attempting to remove such cause or causes. If any circumstance of Force Majeure
remains in effect for sixty (60) days or longer, either party may terminate this
Agreement. Monetary damages will not be awarded to Contractor in the event of
Force Majeure.
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vi. The Contractor shall seek prior written approval from the City for any
necessary lane closure requests before closing, blocking, or barricading any lanes
of traffic on roadways within the City.
vii. In addition to any indemnity obligation required in A Government
Contract and for purposes of Contractor's indemnification obligation only,
Contractor shall indemnify the City for claims made by the employees of
Contractor against the City, and Contractor hereby waives its entitlement, if any, to
immunity under Section 440.11, Florida Statues. This waiver has been specifically
and mutually negotiated by the parties.
viii. Delivery shall be made to the Winter Springs Police Department, located at
300 N. Moss Road, Winter Springs, Florida 32708, between the hours of 8:00 a.m.
and 5:00 p.m. Monday through Friday, Contractor shall coordinate the delivery of
all products and services in a timely manner.
IN WITNESS WHEREOF, authorized representatives of the CITY and the CONTRACTOR have
executed this Piggyback Rider to the Original Government Contract on the date below noted.
CITY:
Brian Dunigan, Interim City Manager
r
Date: � � �� .) •� U � `�
ATTEST:
a0000 01r:5
Christian Gowan, City Clerk
LIGHTS N MORE INSTALLATIONS,
LLC.
Print Name:
Print Title:
Piggyback Rider
City of Winter Springs and Lights N More Installations, LLC.
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ENI-IIDII A
ORIGINAL GOVERNMENT CONTRACT
Piggyback Rider
Cily of Winter Springs and Lights N More Installations, LLC.
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